Common use of Stockholder Action by Written Consent Without a Meeting Clause in Contracts

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. An electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission. In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a the corporation, or any action which that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, vote if a consent or consents in writing, setting forth the action so taken, shall be is (a) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and (b) delivered to the corporation in accordance with Section 228 of the Delaware General Corporation Law. An No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the first date a written consent is delivered to the corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the corporation in the manner prescribed in this Section. A telegram, cablegram, electronic mail or other electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holderproxyholder, or by a person or persons authorized to act for a stockholder or proxy holderproxyholder, shall be deemed to be written, written and signed and dated for purposes of this sectionSection to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228 of the Delaware General Corporation Law. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that any such electronic transmission sets forth copy, facsimile or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by other reproduction shall be a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission. In the event that the Board shall have instructed the officers complete reproduction of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate recordsentire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed (including by a sufficient number of holders to take the action were delivered to the Company electronic mail or other electronic transmission as provided in Section 228 of the DGCLpermitted by law). In the event that If the action which is consented to is such as would have required the filing of a certificate under any provision section of the DGCL, Delaware General Corporation Law if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such provision section shall state, in lieu of any statement required by such provision section concerning any vote of stockholders, that written consent has been given as provided in accordance with Section 228 of the DGCLDelaware General Corporation Law.

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon xxxxxxx were present and voted. An electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission. In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate Articles of incorporationIncorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a the corporation, or any action which that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, vote if a consent or consents in writing, setting forth the action so taken, shall be is (i) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and (ii) delivered to the Corporation in accordance with Section 615 of the New York Business Corporation Law. An Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in this Section. A telegram, cablegram, electronic mail or other electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holderproxyholder, or by a person or persons authorized to act for a stockholder or proxy holderproxyholder, shall be deemed to be written, signed and dated for purposes of this sectionSection to the extent permitted by law. Any such consent shall be delivered in accordance with Section 615 of the New York Business Corporation Law. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that any such electronic transmission sets forth copy, facsimile or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by other reproduction shall be a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission. In the event that the Board shall have instructed the officers complete reproduction of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate recordsentire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed (including by a sufficient number of holders to take the action were delivered to the Company electronic mail or other electronic transmission as provided in Section 228 of the DGCLpermitted by law). In the event that If the action which is consented to is such as would have required the filing of a certificate under any provision section of the DGCL, New York Business Corporation Law if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such provision section shall state, in lieu of any statement required by such provision section concerning any vote of stockholders, that written notice and written consent has have been given as provided in accordance with Section 228 615 of the DGCLNew York Business Corporation Law.

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate Certificate of incorporationIncorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporationthe Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be (i) bearing the dates of signature of the stockholders who signed the consent or consents, signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary (in accordance with the Certificate of Incorporation) or, if greater, not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and votedvoted and (ii) delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. An electronic transmission (as defined in section 7.2) consenting Delivery made to an action to the Corporation’s registered office shall be taken and transmitted by a stockholder or proxy holder, hand or by a person certified or persons authorized to act for a stockholder registered mail, return receipt requested provided, however, that no consent or proxy holder, consents delivered by certified or registered mail shall be deemed delivered until such consent or consents are actually received at the registered office. All consents properly delivered in accordance with this section shall be deemed to be writtenrecorded when so delivered. No written or electronic consent shall be effective to take the corporate action referred to therein unless, signed and within sixty days of the earliest dated for purposes of consent delivered to the Corporation as required by this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted written consents signed by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission. In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission holders of a stockholder written consent given pursuant sufficient number of shares to take such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate recordsaction are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented to such action in writing and who, if the writing. Any action had been taken at a meeting, would have been entitled pursuant to notice such written or electronic consent or consents of the meeting stockholders shall have the same force and effect as if taken by the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a the corporation, or any action which that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, vote if a consent or consents in writing, setting forth the action so taken, shall be is (a) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and (b) delivered to the corporation in accordance with Section 228(a) of the DGCL. An Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the date the earliest dated consent is delivered to the corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the corporation in the manner prescribed in this Section 2.11. A telegram, cablegram, electronic mail or other electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holderproxyholder, or by a person or persons authorized to act for a stockholder or proxy holderproxyholder, shall be deemed to be written, signed and dated for purposes of this sectionSection 2.11 to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the DGCL. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that any such electronic transmission sets forth copy, facsimile or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by other reproduction shall be a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission. In the event that the Board shall have instructed the officers complete reproduction of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate recordsentire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed (including by a sufficient number of holders to take the action were delivered to the Company electronic mail or other electronic transmission as provided in Section 228 of the DGCLpermitted by law). In the event that If the action which is consented to is such as would have required the filing of a certificate under any provision section of the DGCL, DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such provision section shall state, in lieu of any statement required by such provision section concerning any vote of stockholders, that written consent has been given as provided in accordance with Section 228 of the DGCL.

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate Certificate of incorporationIncorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. An electronic transmission (as defined in section Section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission. In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate Certificate of incorporationIncorporation, any action required by the DGCL General Corporation Law of Delaware to be taken at any annual or special meeting of stockholders of a corporation, or any action which that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted; provided, however, that an action by written consent to elect directors, unless such action is unanimous, may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. An A telegram, cablegram or other electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holderproxyholder, or by a person or persons authorized to act for a stockholder or proxy holderproxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth (or is delivered with information from which the Company Corporation can determine determine) (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxy holder proxyholder or by a person or persons authorized to act for the stockholder or proxy holder proxyholder and (ii) the date on which such stockholder or proxy holder proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. In the event that the Board shall have instructed the officers of the Company to solicit the vote The date on which such telegram, cablegram or written consent of the stockholders of the Company, an electronic transmission of a stockholder written is transmitted shall be deemed to be the date on which such consent was signed. No consent given pursuant to such solicitation may be delivered to the Secretary by a telegram, cablegram or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by other electronic transmission shall be deemed to be have been delivered until such consent is reproduced in paper form and inserted into until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate recordsaction referred to in such consent unless written consents signed by the requisite number of stockholders entitled to vote with respect to the subject matter thereof are delivered to the Corporation, in the manner required by this Section, within 60 days of the earliest dated consent delivered to the Corporation in the manner required by this Section. Any such consent shall be inserted in the minute book as if it were the minutes of a meeting of the stockholders. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if writing. If the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision section of the DGCL, General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such provision section shall state, in lieu of any statement required by such provision section concerning any vote of stockholders, that written notice and written consent has have been given as provided in accordance with Section 228 of the DGCLGeneral Corporation Law of Delaware.

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon xxxxxxx were present and voted. An electronic transmission (as defined in section Section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company Corporation can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission. Every written consent or electronic transmission shall bear the date of signature of each stockholder who signs the consent, and no written consent or electronic transmission shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the corporation in the manner herein required, written consents or electronic transmissions signed by a sufficient number of stockholders to take action are delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. In the event that the Board shall have instructed the officers of the Company Corporation to solicit the vote or written consent of the stockholders of the CompanyCorporation, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company Corporation or to a person designated by the Secretary or the President. The Secretary or the President of the Company Corporation or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate records. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company Corporation as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate Certificate of incorporationIncorporation, any action required by the DGCL General Corporation Law of Delaware to be taken at any annual or special meeting of stockholders of a corporation, or any action which that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. An electronic transmission (as defined in section 7.2) consenting to , provided, however, that an action by written consent to elect directors, unless such action is unanimous, may be taken in lieu of the holding of an annual meeting only if all the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and transmitted are filled by a such action. Every written consent shall bear the date of signature of each stockholder or proxy holderwho signs the consent, or by a person or persons authorized to act for a stockholder or proxy holder, and no written consent shall be deemed effective to be written, take the corporate action referred to in such consent unless written consents signed and dated for purposes of this section, provided that any such electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized requisite number of stockholders required to act for take the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission. In the event that the Board shall have instructed the officers of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be action are delivered to the Secretary or the President corporation within 60 days of the Company earliest dated consent delivered to the corporation in the manner required by this Section 2.10. Delivery to the corporation shall be by delivery to its registered office in the State of Delaware, principal place of business or secretary or assistant secretary, if any, and, except for deliveries to a person designated by the Secretary or corporation’s registered office in the President. The Secretary or the President State of the Company or a designee of the Secretary or the President shall cause any such written consent Delaware, may be by electronic transmission to the extent permitted by Section 228 of the General Corporation Law of Delaware, including to the extent and in the manner provided by resolution of the Board of Directors. Any such consent shall be reproduced inserted in paper form and inserted into the corporate recordsminute book as if it were the minutes of a meeting of the stockholders. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders stockholders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCLcorporation.

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a the corporation, or any action which that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, vote if a consent or consents in writing, setting forth the action so taken, shall be is (a) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and (b) delivered to the corporation in accordance with Section 228 of the Delaware General Corporation Law. An No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the first date a written consent is delivered to the corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the corporation in the manner prescribed in this Section. A facsimile, electronic mail or other electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder or proxy holderproxyholder, or by a person or persons authorized to act for a stockholder or proxy holderproxyholder, shall be deemed to be written, written and signed and dated for purposes of this sectionSection to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228 of the Delaware General Corporation Law. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that any such electronic transmission sets forth copy, facsimile or is delivered with information from which the Company can determine (i) that the electronic transmission was transmitted by the stockholder or proxy holder or by other reproduction shall be a person or persons authorized to act for the stockholder or proxy holder and (ii) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission. In the event that the Board shall have instructed the officers complete reproduction of the Company to solicit the vote or written consent of the stockholders of the Company, an electronic transmission of a stockholder written consent given pursuant to such solicitation may be delivered to the Secretary or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by electronic transmission to be reproduced in paper form and inserted into the corporate recordsentire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed (including by a sufficient number of holders to take the action were delivered to the Company electronic mail or other electronic transmission as provided in Section 228 of the DGCLpermitted by law). In the event that If the action which is consented to is such as would have required the filing of a certificate under any provision section of the DGCL, Delaware General Corporation Law if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such provision section shall state, in lieu of any statement required by such provision section concerning any vote of stockholders, that written consent has been given as provided in accordance with Section 228 of the DGCLDelaware General Corporation Law.

Stockholder Action by Written Consent Without a Meeting. Unless otherwise provided in the certificate of incorporation, any No action required shall be taken by the DGCL to be taken Stockholders of except at any an annual or special meeting of stockholders of a corporation, or any called in accordance with these Bylaws and no action which may shall be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize stockholders by written consent. A telegram, cablegram or take such action at a meeting at which all shares entitled to vote thereon were present and voted. An other electronic transmission (as defined in section 7.2) consenting to an action to be taken and transmitted by a stockholder stockholder, proxyholder or proxy holder, or by a other person or persons authorized to act for a stockholder or proxy holderproxyholder, shall be deemed to be written, signed and dated for the purposes of this sectionSection 2.18, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Company Corporation can determine (ia) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder stockholder, proxyholder or proxy holder or by a other authorized person or persons authorized to act for the stockholder or proxy holder persons, and (iib) the date on which such stockholder stockholder, proxyholder or proxy holder or other authorized person or persons transmitted such telegram, cablegram or electronic transmission. In the event that the Board shall have instructed the officers of the Company to solicit the vote The date on which such telegram, cablegram or written consent of the stockholders of the Company, an electronic transmission of a stockholder written is transmitted shall be deemed to be the date on which such consent was signed. No consent given pursuant to such solicitation may be delivered to the Secretary by telegram, cablegram or the President of the Company or to a person designated by the Secretary or the President. The Secretary or the President of the Company or a designee of the Secretary or the President shall cause any such written consent by other electronic transmission shall be deemed to be have been delivered until such consent is reproduced in paper form and inserted into until such paper form shall have been delivered to the corporate recordsCorporation by delivery to its registered office in this State, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded, to the extent and in the manner provided by resolution of the Board of the Corporation. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if writing. If the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision section of the DGCL, DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such provision section shall state, in lieu of any statement required by such provision section concerning any vote of stockholders, that written notice and written consent has have been given as provided in accordance with Section 228 of the DGCL.